Common use of Consequences of Removal Notice Clause in Contracts

Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners; and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;

Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice.) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “"Removal Date”"), the General Partner shall will be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s 's acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall will immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall will immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, [and any amounts retained in the Escrow Account Account, if any, pursuant to Section 14.7.2 14.7(b) (Clawback.) shall immediately be returned to the Fund for distribution to the Limited Partners; Partners];112 and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubtand, in that regard, shall will be considered an “"Affiliated Partner” " for the purposes of Section 10.2 (Consequences of Removal Notice.). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall will immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; Manager[, provided, however, that the Manager shall be entitled to collect [on the removal date], the Management Fee that would otherwise be payable to it for the 12 month period immediately following the removal of the General Partner];113] the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubtand, in that regard, shall will be considered an “"Affiliated Partner” " for the purposes of Section 10.2 (Consequences of Removal Notice.); subject to Section 10.2.3.2(d10.2(c)(ii)(D) (Consequences of Removal Notice.) below, the removed General Partner shall will be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] entitled]114 with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall will not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 14.7(a) (Clawback.) shall will continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall will be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 10.2(c)(ii) (Consequences of Removal Notice.) unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal.); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, sent by any Limited Partner to the General Partner, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such the Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the removed General Partner is no longer entitled; some or all of the distributions of the Fund to which the removed General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;

Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 14.7.3 shall immediately be returned to the Fund for distribution to the Limited Partners; and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18; the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;

Consequences of Removal Notice. In connection with the delivery of a Removal For Cause Notice or a Removal Without Cause Notice in accordance with Section 10.1 (Removal/Termination Notice) in which the Limited Partners elect to remove the General Partner: On the date stipulated in such notice (which shall be no earlier than the date of such notice) (the “Removal Date”), the General Partner shall be removed as general partner of the Fund. A Majority in Interest shall appoint a replacement general partner, with such replacement being effective upon such Person’s acceptance of such appointment on such terms as may be agreed with a Majority in Interest. On the Removal Date: with respect to the delivery of a Removal For Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager; the right of the removed General Partner to receive further distributions of Carried Interest from the Fund (including pursuant to Article 14 (Distributions; Allocations)) shall immediately and automatically terminate, no further distributions of Carried Interest shall be made to the removed General Partner, and any amounts retained in the Escrow Account pursuant to Section 14.7.2 shall immediately be returned to the Fund for distribution to the Limited Partners; and in respect of its Commitment, the removed General Partner shall be treated as a Limited Partner, without any further action being required by any Person, and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice). with respect to the delivery of a Removal Without Cause Notice: the right of the Fund Manager to receive installments of the Management Fee shall immediately and automatically terminate without further compensation, and no further payments of the Management Fee shall be made to the Fund Manager18Manager16; the removed General Partner shall be treated as a Limited Partner with respect to its Commitment and for the avoidance of doubt, in that regard, shall be considered an “Affiliated Partner” for the purposes of Section 10.2 (Consequences of Removal Notice); subject to Section 10.2.3.2(d) below, the removed General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [___]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to the date of such removal at the same time as such amounts would have been distributed to it pursuant to this Agreement if it had not been removed, and the removed General Partner shall not be entitled to receive any Carried Interest with respect to any Portfolio Investment made on or after the date of such removal, and the provisions of Section 14.7 (Clawback) shall continue to apply to any and all such distributions and Article 14 (Distributions; Allocations) shall be deemed amended accordingly, provided that the amounts of such distributions of Carried Interest shall be calculated without regard to Portfolio Investments made, Fund Expenses allocable solely to Portfolio Investments made, or Management Fee accrued, in each case after the Removal Date; and notwithstanding anything to the contrary provided herein, the Fund shall be entitled to retain, and the removed General Partner and the Fund Manager shall not be entitled to receive, any amounts to which the removed General Partner or the Fund Manager would otherwise be entitled pursuant to this Section 10.2.3.2 unless and until such time as each of the removed General Partner and the Fund Manager have fully complied with Section 10.3 (Co-operation on Removal); if requested to do so in, or by a notice approved by a Majority in Interest at any time on or after the date of delivery of, a Removal For Cause Notice or a Removal Without Cause Notice, the removed General Partner and the replacement General Partner appointed by a Majority in Interest shall cause any of the following: the Fund to admit such Person or Persons as may be approved by such Majority in Interest as a Partner to the Fund entitling the holder of such Interest to some or all of the distributions to which the General Partner is no longer entitled; some or all of the distributions of the Fund to which the General Partner is no longer entitled to be distributed to the existing Limited Partners in proportion to their respective Commitments or such other proportion as may be agreed by a Majority in Interest prior to such distribution;